Company auditors report

TO THE MEMBERS OF Birla Capital and Financial Services Limited

Report on the Financial Statements

We have audited the accompanying financial statements of Birla Capital and FinancialServices Limited ("the company")which comprise the Balance Sheet as at 31March 2015 the Statement of Profit and Loss the Cash Flow Statement for the year thenended and a summary of significant accounting policies and other explanatory information.

Managements Responsibility for the Financial Statements

The Companys Board of Directors is responsible for the matters in section 134(5)of the Companies Act 2013 ("the Act") with respect to the preparation of thesefinancial statements that give a true and fair view of the financial position financialperformance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Accounting Standards specified under Section133 of the Act read with Rule 7 of the Companies (Accounts) Rules 2014. Thisresponsibility also includes the maintenance of adequate accounting records in accordancewith the provision of the Act for safeguarding of the assets of the Company and forpreventing and detecting the frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of internal financial control thatwere operating effectively for ensuring the accuracy and completeness of the accountingrecords relevant to the preparation and presentation of the financial statements thatgive a true and fair view and are free from material misstatement whether due to fraud orerror.

Auditors Responsibility

Our responsibility is to express an opinion on these financial statements based on ouraudit. We have taken into account the provisions of the Act the accounting and auditingstandards and matters which are required to be included in the audit report under theprovisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified undersection 143(10) of the Act. Those Standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts anddisclosures in the financial statements. The procedures selected depend on theauditors judgment including the assessment of the risks of material misstatement ofthe financial statements whether due to fraud or error. In making those risk assessmentsthe auditor considers internal financial control relevant to the Companyspreparation of the financial statements that give true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includesevaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by Companys Directors as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the financial statements.

Opinion

In our opinion and to the best of our information and according to the explanationsgiven to us the aforesaid financial statements give the information required by the Actin the manner so required and give a true and fair view in conformity with the accountingprinciples generally accepted in India;

a) in the case of the Balance Sheet of the state of affairs of the Company as at March31 2015;

b) in the case of the Statement of Profit and Loss of the profit for the year ended onthat date; and

c) in the case of the Cash Flow Statement of the cash flows for the year ended on thatdate.

Emphasis of Matters

The reports should be read together with the Notes to the financial statements.

Report on other Legal and Regulatory Requirements

As required by section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanations which to the bestof our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion proper books of account as required by law have been kept by theCompany so far as appears from our examination of those books.

c) the Balance Sheet the Statement of Profit and Loss and Cash Flow Statement dealtwith by this Report are in agreement with the books of account.

d) in our opinion the Balance Sheet Statement of Profit and Loss and Cash FlowStatement comply with the Accounting Standards referred to in section 133 of the CompaniesAct 2013 read with rule 7 of the Companies (Accounts) Rules 2014.

e) On the basis of written representations received from the directors as on 31 March2015 taken on record by the Board of Directors none of the directors is disqualified ason 31 March 2015 from being appointed as a director in terms of Section 164(2) of theAct.

f) With respect to the other matters included in the Auditors Report and to ourbest of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financialposition in its financial statements;

ii. The Company does not have any long-term contracts including derivatives contractsfor which any provision is required;

iii. The Company is not required to transfer amounts to the Investor Education andProtection Fund.

For Goyal Nitin & Associates

Chartered Accountants

Firm Registration No.:016160C

CA Nitin Goyal

Partner

M. No  414520Mumbai 30th May 2015

Additional Information annexed to the Independent Auditors Report

(i) (a) The Company has maintained proper records showing full particulars includingquantitative details and situation of all fixed assets.

(b) We are informed that these fixed assets have been physically verified by themanagement at reasonable intervals; no material discrepancies were noticed on suchverification.

(c) The company has not disposed of any substantial part of its fixed assets so as toaffect its going concern status;

(ii) (a) As explained to us physical verification of inventory has been conducted atreasonable intervals by the management in our opinion the frequency of such verificationis reasonable.

(b) As per the information given to us the procedures of physical verification ofinventory followed by the management are in our opinion reasonable and adequate inrelation to the size of the company and the nature of its business;

(c) The company is maintaining proper records of inventory and In our opiniondiscrepancies noticed on physicalverification of inventory were not material in relationto the operations of the Company and the same have been properly dealt with in the booksof account.

(iii) As explained to us the company has not granted any loans secured or unsecuredto companies firms or other parties covered in the register maintained under section 189of the Companies Act.

(Amount in Lacs)

S/no.

Name of Company

Opening Balance

Loan given adjusted debited

Repay Adjusted credited

Max amount

Closing Balance

1.

Birla Financial Distribution Private Limited

12.76

58.86

95.24

51.45

(23.62)

2.

Birla Gold and Precious Metals Private Limited

13.52

31.95

45.47

39.30

NIL

3

Nirved Traders Pvt. Ltd

301.99

NIL

NIL

301.99

301.99

4

Shearson Investments & Trading Co Pvt Ltd

263.47

NIL

NIL

263.47

263.47

(iv) According to the information and explanation given to us there is an adequateinternal control procedure commensurate with the size of the company and the nature of itsbusiness for the purchase of inventory and fixed assets and for the sale of goods.According to the information and explanation given to us we have not come acrosscontinuing failure to any to correct major weaknesses in internal control;

(v) According to the information and explanation given to us and records examined byus The Company has not accepted any deposits from the public.

(vi) We are informed that Maintenance of cost records has been prescribed by theCentral Government under sub-section (1) of section 148 of the Act are not applicable tothe company.

(vii) (a) According to the information and explanation given to us and records examinedby us the company is generally regular in depositing undisputed statutory dues including

Income Tax Excise Duty cess and any other statutory dues with the appropriateauthorities. According to the information and explanation given to us there were noundisputed amounts payable in respect of Income Tax Excise Duty cess and any otherstatutory dues outstanding as on 31st March 2015 for a period more than sixmonths from the date they became payable except as follows:

Name of the Statute

Period to which amount relates

Amount of Dues (Rs.)

Remarks

Service Tax

F.Y. 2014-15

232658/-

Service tax not included interest on the same.

Income Tax Act 1961

A.Y. 2010-11

452760/-

Income Tax and Interest on Income Tax

(b) According to the information and explanations given to us the dues in respect ofIncome Tax and Sales Tax that have not been deposited with the appropriate authorities onaccount of dispute and the forum where the disputes are pending are as given below:

Name of the Statute

Period to which amount relates

Amount of Dues (Rs.)

Forum where dispute is pending

Income Tax Act 1961

A.Y. 2009-10

Tax already adjusted against refund.

ITATB Bench Mumbai

A.Y. 2011-12

6324470/-

CIT (A)  Mumbai

(c) According to the information and explanations given to us the company has notdefaulted in transfer of amount to Investor Education and Protection Fund in accordancewith the relevant provisions of the Companies Act 1956 and rules made thereunder

(viii) The company has no accumulated losses as at 31st March 2015 and ithas not incurred any cash losses in the financial year ended on that date or in theimmediately preceding financial year;

(ix) According to the records of the company examined by us and the information andexplanation given to us the company has not defaulted in repayment of dues to any bank asat the balance sheet date;

(x) According to the information and explanation given to us the company has not givenany guarantee for loans taken by others from bank or financial institutions;

(xi) According to the information and explanation given to us and records examined byus we have not come across any such cases where the funds raised on short-term basis havebeen used for long-term investments and vice versa;

(xii) According to the information and explanation given to us and records examined byus there has not been any fraud on or by the company has been noticed or reported duringthe year;